Corporate/Commercial Law - ONCA

The appellant purchased a coin car wash business from the respondent and gave a vendor take back mortgage.

The appellant later sued for fraudulent misrepresentation regarding business revenues and breach of warranty regarding a pylon sign.

The motion judge granted summary judgment dismissing the action and allowing the respondent's counterclaim on the mortgage.

The Court of Appeal dismissed the appeal, finding no genuine issue for trial given the entire agreement clause and the lack of evidence supporting the claims.

The appellant appealed a trial judge's decision regarding the existence of an exclusive contract and the reasonable notice period for termination.

The Court of Appeal dismissed the appeal, finding ample evidence to support the trial judge's conclusions that no exclusive contract existed and that 90 days was a reasonable notice period to terminate the contract concerning 22 machines.

The appellants appealed a motion judge's refusal to stay an Ontario action in favour of arbitration and forum selection clauses contained in an Additional Rights Agreement.

The dispute arose over the termination of the respondents' management rights following the sale of certain theatre assets.

The Court of Appeal allowed the appeal, applying the competence-competence principle.

The Court held that where it is arguable that a dispute falls within the terms of an arbitration agreement, the court should grant a stay and leave the determination of the arbitrator's jurisdiction to the arbitrator.

The action was stayed pending the resolution of the arbitration proceedings in California.

The appellant landlord appealed an order granting the respondent tenants specific performance of an option to purchase contained in a commercial lease.

The landlord argued that damages were a sufficient remedy, the option was a clog on the equity of redemption, and the option provision was ambiguous.

The Court of Appeal dismissed the appeal, finding that specific performance was appropriate because the property was unique to the tenants due to their significant investments.

The court also held that there was no mortgage between the parties to create a clog on the equity of redemption, and the option provision was unambiguous.

The appellant appealed a decision finding that its lawyer acted as counsel for the respondent corporation and ordering the disclosure of information regarding a trust account.

The Court of Appeal dismissed the appeal, finding overwhelming evidence that the lawyer acted for the corporation when he received the monies in trust, and upheld the application judge's jurisdiction to order the information.

The appellant appealed an order finding that the respondent was entitled to terminate an agreement of purchase and sale based on an environmental condition.

The condition allowed the respondent to terminate the agreement in its sole and unfettered discretion based on its satisfaction with the property's physical condition.

An environmental assessment revealed soil permeability issues that affected the respondent's plans to develop a scrap metal facility.

The Court of Appeal dismissed the appeal, agreeing with the application judge that the respondent acted reasonably and in good faith in exercising the termination clause.

The appellant brought an appeal before the Court of Appeal for Ontario.

The Court issued a brief endorsement finding no merit in the appeal and dismissed it with costs.

The appellants appealed a motions judge's decision regarding their status as a 'complainant' under the OBCA and the waiver of a Fraudulent Conveyances Act claim.

The Court of Appeal allowed the appeal in part, holding that the issue of 'complainant' status should be decided at trial on a full evidentiary record.

The Court also held, based on a concession by the respondent, that the Fraudulent Conveyances Act claim was not waived.

The appellant appealed a decision regarding the interpretation of a contract, specifically concerning the absence of a cost cap relating to a retirement under clause 8(b).

The Court of Appeal dismissed the appeal, agreeing with the lower court's interpretation and noting that such a retirement was entirely within the appellant's control.

The appellants appealed a trial judgment that found they had overvalued inventory in a share purchase agreement and ordered them to repay the purchase price.

The Court of Appeal agreed that the inventory was overvalued but found the trial judge erred in calculating damages by failing to deduct a tax benefit and settlement proceeds received by the purchaser.

The Court reduced the purchaser's damages to $186,781.

The Court also allowed the appellants' counterclaim for $300,000 on an earn-out promissory note, setting off the purchaser's damages against this amount.

As a result, the personal action against the appellant guarantor was dismissed.

The appellant appealed the dismissal of its action for lost profits and expenses against the respondent, who supplied a wood finishing product.

The trial judge had dismissed the action, finding the appellant failed to prove the product was defective, caused the delamination, or that damages were proven.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's assessment of the evidence.

The applicant sought leave to appeal a decision determining that theatre seats and movie screens located in its theatre were trade fixtures, allowing the respondent to remove them.

The Court of Appeal applied the four-factor test for leave to appeal under the Companies' Creditors Arrangement Act.

The court found the issue was not of general significance to the practice or the specific CCAA proceeding, and the proposed appeal lacked prima facie merit.

The application for leave to appeal was dismissed.

The appellants, a lawyer and his law firm, appealed a Divisional Court decision dismissing their application for judicial review.

They challenged the jurisdiction of the Ontario Securities Commission (OSC) to reprimand the lawyer for allegedly making misleading statements while representing a client.

The appellants argued that such conduct must be dealt with exclusively through quasi-criminal proceedings or by the Law Society.

The Court of Appeal dismissed the appeal, holding that the Securities Act provides the OSC with a flexible range of remedial options, including administrative reprimands under s. 127.

The Court also affirmed that the OSC has jurisdiction to reprimand lawyers acting in their professional capacity, provided that solicitor-client privilege is respected.

The respondent financial advisory firm was engaged by the appellant trust company to raise debt or equity financing.

The agreement permitted the appellant to sell its assets without obligation to the respondent.

After the respondent obtained a letter of interest from a bank, the appellant terminated the engagement, paid the contractual fees, and later sold its assets to the bank.

The trial judge awarded the respondent $420,000 for unjust enrichment.

The Court of Appeal allowed the appeal and dismissed the action, finding that the respondent failed to establish an enrichment, a corresponding deprivation, or the absence of a juristic reason, as the services were not freely accepted for an asset sale and the respondent had no reasonable expectation of compensation beyond the contract.

The appellant corporation appealed its capital tax assessments, arguing that management fees paid to independent contractors in Alberta should be deemed salary under s. 302(7) of Reg. 183 of the Corporations Tax Act, thereby allocating more capital to Alberta (which does not levy capital tax).

The Court of Appeal dismissed the appeal, applying the plain meaning rule and the 'modus operandi' test.

The Court held that because the appellant's normal practice in Alberta was to use contractors rather than employees, the services were not 'normally performed by employees of the corporation' within the meaning of the regulation.

The appellants appealed a trial judgment granting rescission of an agreement of purchase for a franchise donut shop.

The trial judge found that a discrepancy in the agreement regarding minimum rent amounted to a misrepresentation by the vendor, as the landlord had increased the square footage upon which the base rent was calculated.

The Court of Appeal held that the trial judge was entitled to reach this conclusion on the evidence and found no error justifying intervention.

The appeal was dismissed with costs.

The appellant cleaning company appealed the dismissal of its action for breach of contract.

The respondent health club terminated its cleaning contract with the appellant and immediately hired two of the appellant's cleaners, breaching a non-solicitation clause that required payment of one year's compensation.

The trial judge found the clause was an unenforceable penalty and dismissed the action because the appellant claimed no actual damages.

The Court of Appeal allowed the appeal, agreeing the clause was a penalty but finding the appellant suffered provable damages from the loss of its investment in training the cleaners.

The Court awarded $12,600 in damages based on the appellant's lost profit during the six-month training period.

The appellant insurer sought to add Livent Inc. and several of its directors as defendants by counterclaim in an action brought by outside directors to enforce a Directors and Officers Liability policy.

The insurer also sought to lift a CCAA stay of proceedings against Livent.

The Court of Appeal allowed the appeal in part, adding Livent as a party because the insurer was entitled to seek a declaration regarding the policy's validity against the policyholder.

However, the court refused to add the additional directors, finding it would unnecessarily complicate the discrete legal issue of coverage for the innocent outside directors.

The CCAA stay was lifted to the extent necessary to give effect to the order.

The plaintiff entered into an agreement with the defendant to organize a consumer club.

The defendant delivered a notice terminating the agreement, which the plaintiff argued was ineffective based on the renewal terms.

The plaintiff sued for breach of contract and the defendant successfully moved for partial summary judgment.

On appeal, the Court of Appeal found the termination provision ambiguous and held that extrinsic evidence of surrounding circumstances is always admissible to interpret a contract.

The court concluded there was a genuine issue for trial and allowed the appeal.

The appellant (defendant at trial) appealed the trial judge's finding of liability and assessment of damages.

The trial judge found that the appellant breached his obligation to the respondent by secretly informing clients that their partnership was ending, soliciting them, and misappropriating files.

The Court of Appeal found no error in the trial judge's findings and dismissed the appeal with costs.